The Authority launches a public consultation on merger control

COMPETITION

The Competition Authority, with the assistance of the Simplification Council, is launching a public consultation on the establishment of guidelines defining a framework for structured communication regarding proposed mergers that may be referred to the European Commission.

This consultation aims to introduce, in a spirit of collaboration, a procedure for the prior exchange of information with the Competition Authority regarding proposed mergers that do not meet the thresholds for a European dimension but affect trade between Member States and could affect competition at national level. Exchanges with undertakings under this procedure will enable the Competition Authority to assess whether the conditions for referring the proposed concentration to the Commission for examination are met.

Pending the introduction of a national merger control regime and in addition to the future regime, the Competition Authority thus wishes to clarify, with the participation of stakeholders, the framework for these exchanges in order to promote legal certainty for undertakings.

The provision of clear and transparent information on the conditions for referral will enable businesses to self-assess their merger/acquisition plans prior to implementation. They will thus avoid exposing their businesses to potential subsequent measures, should the Authority or the Commission find that there has been a significant impact on trade between Member States or on competition at national level following completion of the operation.

The consultation is open to undertakings, associations of undertakings, law firms, consultancy firms, sectoral and regulatory authorities, as well as academics and legal researchers.

It is available on the website Zesumme Vereinfachen from 1 July to 9 August 2026.

Complete the survey on the Zesumme Vereinfachen platform

Background

The Grand Duchy of Luxembourg is, to date, the only OECD country without a national merger control regime.

The Authority may nevertheless, pursuant to Article 22 of Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings (the Merger Regulation), request the Commission to examine any concentration that is not of a European dimension, but which affects trade between Member States (first condition), and which threatens to significantly affect competition within the territory of the Grand Duchy of Luxembourg (second condition).

This provision has its origins in the first Merger Regulation of 1989 (Regulation (EEC) No 4064/89) and was subsequently incorporated into the current Regulation (EC) No 139/2004. It was originally designed to enable a Member State lacking a national merger control regime to refer a merger without a European dimension to the Commission where the transaction affects trade between Member States and threatens to significantly affect competition within its territory. This rationale is set out in recital 15 of the current Merger Regulation.

The Authority is the last body able to invoke this provision in its original sense, as all other EU Member States have since adopted legislation in this area.

(Press release from the Competition Authority of the Grand Duchy of Luxembourg)

For more information

Press release

Communiqué de presse - Consultation publique sur le contrôle des concentrations

News

Contrôle des concentrations : changement d’approche de la Commission européenne

La Commission européenne a publié de nouvelles orientations au regard de l'article 22 du règlement n°139/2004 relatif au contrôle des concentrations.

Further information

Merger control

Ex-ante controlThe Competition Authority does not have ex-ante control powers over mergers.Draft Law No. 8296 tabled by the government on 23 August 2023, provided for the introduction of prior control over corporate mergers under Luxembourg law. By the end of...

Last update 16.09.2026